Equestria: Downfall
by jake.currie.395
Summary: A new, sadistic evil invades Equestria, and assassinates Celestia, and now the Main Six Ponies, Spike, and Discord are the heroes to restore peace, along with new friends and allies.
1. Chapter 1: Bloodshed

The Castle of Friendship was gleaming with hope in the midst of Ponyville at another beautiful rising at dawn. All the pony citizens wake up in a good mood, cheerful of the peaceful and friendly atmosphere. Everypony was bright, cheerful, and making heartfelt welcoming smiles as they open their shops, and start their daily days of work. For Twilight, she wakes up in her home of the Castle of Friendship. Spike wakes her up with her daily checklist as she gets out from bed, with toast, eggs, and coffee ready for her.

"What's on the agenda Spike?" she asks.

"Well, first we have another peace treaty to make with the cow race at Milk Mills." Spike summarizes, "Plus we're considering making a gravel road for walking for the streets of Ponyvillle."

"Well, let's hope there won't be another argument uproar at the city hall." Twilight mumbles.

As she passes the library, she then heads towards the doors to the throne room, where her friends are already waiting, up bright and early. Fluttershy looks closely at the gleaming map of Equestria, as Pinkie Pie hands out cupcakes to her friends in a hyperactive movement.

"Special morning treats! Bright and early!" Pinkie beams.

"Um… I just want to wait a couple minutes…" Rainbow Dash says.

"It's very considerate of you, but I'm on a glamorous diet." Rarity says as she pushes the cupcake aside.

"Well, I wouldn't mind having a frosted pastry bright and early." Applejack smiles, as she takes a bite.

"Alright, I have other news to bring up." Twilight says her friends, "There was recently a flight route conflict between the dragons and pegasi, debating on who's flying over their property…"

POOF!  
A pink cloud suddenly sparks around the main six and Spike. Twilight squints her eyes and sighs in frustration. That cloud reveals a familiar figure.

"Good morning Equestria!" Discord cheers, holding a microphone in his talon paw, "And we're up bright and early with another sunny day with lots of smiley faces!"

The six ponies just look at him, annoyed.

"Hello Discord…" Twilight mumbles, "What brings you here?"  
"Well, I have been ruminating on lots of past issues and self-teachings about reformation." Discord muses, " And I can't help but notice that there's no throne still ready for me yet…"

"Discord…" Fluttershy says, "I thought we agreed you weren't ready yet."

"I only want one because I want to prove I can do good things for once…" Discord explains, irritated, "To try and get everypony to hear out what I have to say now and then."

"May I remind you that the only reason you didn't get a throne was because you betrayed us to Tirek!" Applejack scolds.

"I made a simple mistake!" Discord snaps, "I've received lots of scolding and nagging lectures, and all I want to do is show everypony how my way of chaos isn't that bad. How I truly reformed. Why one day on a throne won't cause too much damage.."  
"Discord! You're only being shellfish!" Twilight shouts, "Being in a throne doesn't mean getting respect to set things right. It's something to earn. To get something you want, you really need to learn EVERYTHING about friendship, and you're not even halfway there yet!"  
"For once can you just accept that you're not fit to be king of… anything?" Rainbow Dash asks.

"It's vulgar to think of the unknown pranks you'll set upon different regions!" Rarity adds.

"I only want other ponies to appreciate the fun of chaos!" Discord said, frowning.

"That's just not how it is!" Twilight retorts.

Discord puts his palm to his face, sighing.

"All right… fine. How about we make a wager?" Discord suggests.

"What? You mean a bet?" Rainbow Dash asks.

"What of?" Applejack asks.

"One day on the throne." Discord explains, "I prove that it will be no big deal for me on one for just one day. And if something goes out of hand to you, you can personally throw away my throne privileges. Simple as is."

"Discord… NO!" Twilight declares, "We won't endanger anypony in Equestria with one of your schemes!"  
"Twilight! I'm reformed!" Discord scowls, "All I want to do is prove I can make everypony comfortable and tolerable with my chaos, but also even society out in different regions!"  
"That's not how…" Twilight yells.

"Um… can we talk for a minute Twilight?" Fluttershy asks.

"I want to get involved too." Spike says.

Twilight grumbles, and trots to the corner of the room with Fluttershy and Spike.

"I think we should give him a chance." Fluttershy considers, "He seems like he's honest in trying to do some good."

"It's only for one day." Spike points out.

"Are you crazy?" Twilight whispers with her teeth, "If Celestia finds out about this, she'll not only blame us, but Discord will disrupt anypony without us even knowing it!"  
"He probably wants to show them what… a little fun is like." Fluttershy suggests, "Besides, a day of this might have him learn a little responsibility, and what it's like to watch over sections of Equestria with proper care. I think this will be a positive experience for him."

Twilight groans.

"Celestia will not be pleased…" Twilight cautions.

"Then talk to her about it." Fluttershy notes.

"I can set up a meeting so everything can be evened out." Spike adds.

Twilight moans, feeling reluctant. She gives it long thought, not being too pleased. Finally, she turns around to face Discord.

"All right Discord…" Twilight mumbles, "One day…"  
"Thank you." Discord smiles.

"WHAT!?" the other ponies shout.

"I will discuss the matter with Celestia." Twilight informs her friends.

"ARE YOU CRAZY?" Rainbow Dash wails, "You're asking for a possible world domination here!"  
"What? Me?" Discord says, "Nope. Not today."

"Don't get so cocky…" Twilight warns, "If you do one act of damage, ONE ACT, you will be punished!"

"Pfft. Fine." Discord scoffs.

Twilight and the other ponies storm out with anger from the room, leaving Spike and Fluttershy looking up at Discord.

"You know Twilight is serious." Spike warns.

"Please behave…" Fluttershy begs, "I would blame myself if you…"

"Betray you?" Discord finishes, "I vowed never to do it again. I'll behave. I promise."

"I hope so…" Fluttershy sighs.

She and Spike then follow Twilight, to settle the situation with Celestia.

* * *

After teleporting into Celestia's throne room, Twilight and her friends explain what happened, and the "bet" made with Discord. Celestia was alarmed, and raised up immediately. She places her hoof on her head, not pleased at all.

"Why would you do that?" she moans, "He'll only bring displeasure and anger towards the other ponies."

"It's for one day." Fluttershy promises.

"I admit, it will be ghastly." Rarity admits, "But I think Discord means well… at least."

"Don't you realize how this could affect Ponyville? No. All of EQUESTRIA?" Celestia points out, "If we afford another betrayal, we may have no choice but to put him back in his stone prison."

"He's very aware of that." Fluttershy nods.

"We'll stay in Ponyville, keeping close of the castle nearby in case something happens." Applejack assures, "We could use a day off anyway."

Celestia stomps her hoof down and shudders, but eventually calms down.

"I hope you know what you're doing…" Celestia sighs.

Twilight and her friends nod in hesitation, and walk out of the throne room.

"Discord…" Celestia seethes, "We will have a serious talk…"

* * *

Far from Ponyville, Tartarus kept hold of the monstrous Tirek in the deepest pit of his secure cell. The guards are on the very top, keeping guard of the three-layered walls that guard the perimeters of the prison. There are twenty of them, armored, prepared for anything.

"I heard rumor that Discord made a deal to spend one day as king or something." one guard remarks.

"That fiend?" another sneers, "We're in for bad things here."

As they rebuke about Discord, one guard notices a strange figure coming up the steps the premises. It's another horse, the same size that matches the height of Princess Celestia. The guards hold up their spears, preparing for defense.

"WHO GOES THERE?" the head guard demanded to know.

"A friend of Tirek's." the tall horse chuckles, making a whistling tune.

The stranger is wearing a hooded cloak, then taking it off, revealing his face. His skin is black, and his eye pupils are blood red. He has shaggy brown hair, and a nasty looking scar that goes from his eye to his cheek. He smiles, showing sharp teeth, crooked and yellow. The guards shudder at this a bit.

"I'm just here to pay Tirek a visit." the stranger says, "I have some… business I like to discuss with him."

"What is your name?" the head guard demanded.

"I go by… Mordum." the tall horse grins.

"Look sir, this place is restricted!" the head guard informs, "No visitors are allowed access this campus to see Tirek at any time. Leave at once."

"Oh… I'm afraid that just won't do…" Mordum hums.

From the shadows, Queen Chrysalis and her changelings suddenly appear with Mordum.

"I've made a new friend as you see…" Mordum says.

"You better move aside…" the changeling queen warns.

The guards are now alarmed, and prepare themselves ready to attack.

"What are you going to do? Knock us out unconscious?" the head guard asks.

"Knock out?" Mordum laughs, "Oh my dear sir, we're not going to do that this time…"

With that, the dark horse suddenly pulls out something from his cloak pocket. He whips it at the head guard, and with a mighty blow, it STABS the guard through the head, breaking off the helmet, and going through his eyehole, gushing out big brains. The weapon Mordum used appears to be some sort of diamond carved mace, with a long, flexible, barb wired chain connected to it.

The guards are shocked at the killing of their head guard, and then feel something strange flash past them. No, flash THROUGH them! Mordum holds up his hoof, as he casts a spell to make his next kill on the rest of the nineteen guards. The magical ray appears to be a thin slash, cutting through the necks of the soldiers. As soon as it disappears, the guards stand still for a minute. Each one of them then COUGHS out blood. Then one by one, they sigh their last breath as their heads fall off one by one from their bodies. The carcasses then fell to the ground, making way for Chrysalis and Mordum to pass through.

"Bloody hell…" Mordum laughs.

He then lifts up his other hoof, and makes another mighty punch, breaking open the maximum prison door. More guards appear, ready to attack and prevent the intruders from coming any further. Then Chrysalis calls her changelings to attack. Her soldiers come forward, with a new weapon that the guards are terrified to see.

"GUNS?" one of the soldiers exclaim, "But they're BANNED in Equestria!"

"I've made them myself…" Mordum brags, "And the bullets… explosively lethal…"

The changelings then shoot, killing the guards instantly.

As the massacre ensues, Mordum finally kicks open the last door that goes into the building. He then stands in a blank room, with different doors that lead to different corridors. He assumes that they may be locked up tight.

"Time for the scenic route…" Mordum grins.

With a mighty stomp, he BREAKS the floor, falling through the hole, with Chrysalis at his side as they land to the actual ground where Tirek is being held. In his cell, Tirek is chained to the wall, muscular and angry. But his rage suddenly fades as he sees Mordum and Chrysalis approaching him, breaking down the cell door, and having their magic break the chains off Tirek.

"Why?" Tirek wonders.

"I planned out a bloodbath that can cleanse Equestria from their sins forever." Mordum smirks, "I have a job offer for you, and I think you might love it."

* * *

Discord scrolls through the holograms on the map of Equestria, as he can see recordings of what's currently happening in different cities, such as Vanhoover, Manehatten, and Cloudsdale. He makes the pyramid scheme shape with his fingers, wondering where to cause mischief. His eyes also focus to make sure everypony is safe and happy around their homes.

"Ah… look at those pretty ponies." Discord muses, "So peaceful…"

He then snaps his fingers, and sets a pink looking cloud to float over Cloudsdale. The pegasi ponies look up, and see raining frogs falling from the sky. They scream in displeasure, knowing its Discord's doing, and call his name out in disgust.

"Ah, they'll get over it." Discord grins, closing his eyes as he leans back on the throne.

Then, a red glow appears somewhere on the map of Equestria. Discord opens one of his eyes, as he looks closer at the location in distress. His fingers signal the image to grow bigger at the location in Tartarus. His jaw drops in horror, as he sees the dead bodies all around the grounds, the prison now destroyed.

"Tirek…" Discord growls, "Did he escape?"  
Just then, ANOTHER red glow appears. Discord scans to find the other location, and expands the next image is in Appleloosa. He stammers, as he looks in shock at the violence happening. Changelings appear with guns in the surveillance, shooting and massacring young fillies and pony families. There was also footage of Tirek giving the command to more changelings to wipe out much of the buffalo tribe was they can. He sees the youngest daughter of the buffalo chief, Little Strongheart, running for safety and hiding from the killers.

Another glow gleams… no… TWO more gleam at Vanhoover, and the Crystal Empire. In the images scanning in, he can see more black figures shaped like changelings approaching each city. Discord rises up, getting angry.

"Not on my watch…" he scowls, snapping his fingers.

In both Vanhoover and the Crystal Empire, his growing black thorn vines suddenly appear from the grounds in the streets and grass. Ponies see this, and run in terror, fearing that it may attack them. But the vines pull out from the ground, and in both locations, aim at the invaders, knocking them away before they can even attack. Discord then creates odd-looking ooze creatures to destroy the changelings in Appleoosa, as he can see from his surveillance.

Looking back at the vines at the Crystal Empire, he notices his weeds are spurring out of control. He attempts to stop them at once, but then notices another image, seeing the being responsible for these attacks. Mordum suddenly appears at the location near Canterlot, on a mountain boulder just overlooking the castle, and Discord uses his magic to hear what he has to say.

"Fuck this shit…" the tall horse sighs, "Kill all of them…"

Discord jumps in terror as he hears that command going to the changelings.

"Time for me to set things right!" he vows, leaving the throne room in a poof.

* * *

However, outside from the Castle of Friendship, Twilight and her friends hang out at Sugarcube Corner, when they notice a ton of guards coming their way. Shining Armor is there in command, along with Princess Celestia and Luna. Twilight approaches Celestia, and asks what's going on.

"Discord has betrayed us for the last time…" Celestia scowls, "He had his vines attack the Crystal Empire and Vahoover, nearly killing everypony."

"WHAT?" Fluttershy gasps.

"There has to be some kind of misunderstanding." Spike considers.

"There's no other choice we have." Shining Armor sneers, "Discord should go back to his stone prison."  
"It's for his own good…" Celestia says.

As the main six and Spike look down in despair, they then notice Discord flying towards Canterlot, wearing some sort of superhero suit.

"DISCORD! COME DOWN AT ONCE!" Celestia booms.

Discord looks down, wondering what this is all about, and does what she says, landing slowly.

"Do you have no shame… sending your vines to attack cities?" Celestia scolds.

"And to think we trusted you…" Twilight seethes.

"For your information…" Discord snaps, "Attacks are starting to occur all around Equestria. And since this is MY responsibility for a day, I have to stop these invasions!"  
"UGH! There is no invasion!" Princess Luna protests.

"I don't know how the information hasn't got to you!" Discord continues, "But for all I know, this tall dark horse has cut out all emergency systems to warn everypony with some sort of dark spell. Yeah, I DID that in the footage of the map too. He's destroying every law building too as we speak."  
"Discord.. enough…" Celestia yells, "You've lied to us for the last time. We are placing you under arrest."

"No you aren't!" Discord yells back, "I didn't want it to come to this, but you left me with no choice! And if those monsters try to find you next, I'll never forgive myself!"

With that, the end of his tail snaps, and sends the main six, Spike, Celestia, Luna, Shining Armor, and guards into his dimensional home. They then see more ponies appearing, one by one, the population growing until all of them, each pony from Equestria are stuck in it. Twilight shakes, fearing if Discord is planning demolition.

"Why?" Fluttershy squeaks, "Discord… you were…"

Then, a giant television like screen flashes in front of Twilight and her friends, rising a hundred feet tall for everypony else to see. On top the floating screen is the floating word "Proof". Celestia hangs her head low.

"I don't know why you let him take throne Twilight…" Celestia breathes heavily, "Equestria is now going to be…"

"WAIT! LOOK!" Pinkie gasps, pointing at the screen.

The other ponies look up, including Spike. They widen their eyes in shock, as they see what Discord's vines are doing. They're knocking away thousands of changelings with automatic weapons, as they attempt to set fire to buildings, killing the vines, and searching the houses.

"No ponies here either…" one changeling said, as Tirek passes by.

"Then keep looking!" the red demon yells, "Mordum specifically told us to kill as much as we can find!"  
Twilight and her friends stand still, now knowing why Discord sent him to his dimension.

"Wait… they're…. there… how many changelings are there?"  
The screen then splits to show different locations of Equestria, The Crystal Empire, Manehatten, and Vanhoover all under attack. The last shoot is a bigger frame, showing Canterlot and Celestia's throne room. The little fillies weep as they the see the changelings destroy their homes.

"Discord is protecting us…" Twilight says in shock.

"Yet he's bragging about it…" Rainbow Dash sighs, "Probably wishing to show off his moves as he fights this… Mordum guy."

"Discord's footage magic is made to be unseen by enemies." Luna adds.

"What's happening, I don't understand?" Celestia stammers.

The footage floats around Canterlot, as Mordum storms up the steps of the Canterlot castle, bursting the doors open. He then goes into the throne room alone, where it's all dark, with flames gleaming through the windows. As Twilight and the others can see, the smoke from the burning buildings is now turning the sky into charcoal grey. The darkness in the sky creates a near black coating in Celestia's throne room. Mordum whistles a creepy lullaby, as he pulls out a whip.

"Oh Celestia…" Mordum calls playfully, "I'm such a big fan of yours… I also heard about your faithful student Twilight Sparkle. I don't want to hurt you. I just want to visit you, see her friends, fuck their asses, slit a few throats, go home and lick their g-spots. Okay?"

"Such language." a voice laughs in the room.

Mordum looks around, and sees Discord lying on Celestia's throne.

"I'm sorry, but Celestia is on vacation." Discord grins, "I'm filling in for her while she's gone."

"Oh really?" Mordum laughs, "And you're only doing this to get a throne with those girly whores?"  
"I don't know why you're using those profanities…" Discord frowns, "But this is about MORE then just some throne. Celestia is my friend. Twilight is my friend. I've done worst things to betray my other friends. So there's no way I'm going to let you harm them. They mean everything to me, and I don't want to loose them!"  
Twilight nearly tears up. He's in front of a new enemy, protecting them, willing to fight no matter what the cost. Fluttershy smiles in relief, knowing Discord isn't a traitor.

"So I'm going to give you a chance to leave." Discord warns, as he snaps his fingers.

As he changes, he magically grows muscular like a bulk gymnast.

"You don't want to make me angry!" the draconequus grins.

"Fuck…. seriously dude." Mordum grins.

Discord makes muscular throws, as he makes Schwarzenegger like impressions to mock his enemy. However, Mordum only moves back and forth to block the attacks, and flashes past Discord pretty quickly to kick him in the back. Discord grunts, and then turns into a wacky looking bird, flying and pecking at Mordum's head. The tall horse roars, and throws up a fist to try and his Discord.

The spirit then flashes, and changes into a dragon, breathing out flames to try and weaken Mordum. The fire may cause a little damage to the throne room, but at least it will slow the head enemy down. Discord then changes back into his original form, and makes a lunge for a next attack.

However…

SWING!  
CRACK!  
GASH!  
Discord wails in agony, suddenly crying in pain, as a very sharp diamond whip cracks into his skin, tearing the flesh of his feathers to his body. Twilight and her friends gasp in terror as they look at this through the screen. Pinkie then notices the word "Proof" suddenly fading away from on top of the screen, as Discord's realm suddenly starts to dim around the other ponies.

In the throne room, Mordum makes another crack with his whip, tearing deeper into Discord's leg, until he also strikes his ankle. Discord wails in pain, with tears in his eyes, as the diamond blades cut into the bones of his ankle, breaking it instantly! Discord knells down, keeping balance, looking up at Mordum.

"You… monster…" Discord wheezes, "There's… no way I'll let Twilight or Celestia fight you. I'll…."

"Finish me yourself because I'm too dangerous?" Mordum cuts in, "Yeah, hate to break it to you, but I'm more powerful then you now."

Mordum then raises a blade knuckled hoof shoe, hitting it into Discord's arm, digging and stabbing deep into the flesh. Discord cries, as his eyebrows now raise, water drips from his eyes. He's now bleeding, and Twilight, Fluttershy, and Rainbow Dash start to cry as they watch him nearly fight to his own death.

"But you're right about one thing…" Mordum comments, "I AM dangerous. And I'm not only targeting your friends, Twilight, Celestia, and… oh yeah… that bitch Fluttershy. No, I'm also hoping to kill Rainbow Dash, Spike, mainly all dragons… no… ALL RACES I CHOOSE TO KILL IN EQUESTRIA! This is an invasion bitch! A supreme takeover! The fall of fucking democracy!"

Mordum's other hoof then stomps into Discord's back, nearly breaking his spine as he sobs. The tall dark pony then looks up into the ceiling. No… he's looking at Discord's magical surveillance aura.

"Yeah Celestia, don't think I don't know where you're hiding!" Mordum cackles, "Discord may have tried to prove something, but he's too fucking weak! And Twilight believe me, soon you will be too! I know Discord sent you all to his realm to be safe!"  
Twilight and the others then look up, as Discord's realm dims and grows darker. All the zany colors begin to fade away, as Twilight, Rarity, Fluttershy, Pinkie, Rainbow, and Applejack see flashes of light coming from the distance. Screams of pain and death rise, as Luna finally notices Queen Chrysalis and her changelings entering through a torn portal, killing the first row of ponies they see with their guns.

"Say goodbye to Equestria bitches!" Mordum kisses, as the screen suddenly crashes, collapsing into glass.

"Dis… Discord is protecting us…" Rainbow Dash weeps, "And he's nearly getting killed!"

"So is everypony!" Applejack wails, "Whatever black magic Mordum planned, it's ruining Discord's home! Mordum's army will…"

"No… they're going to kill?" Rarity cries.

Celestia's guards rush to battle right away to protect the other ponies from the changelings, as Luna follows them.

"We'll hold them off!" Luna calls back to Celestia, "You get everyone else to safety!"

"I'll take care of protecting the rest of the population!" Celestia says, "Shining Armor, I need you and your men with me!"

"Right!" Shining Armor nods, as he and his soldiers follow Celestia.

Celestia then turns to see Twilight, Applejack, Pinkie Pie, Rarity, Fluttershy, Rainbow Dash, and Spike huddle together.

"Were will you go?" Celestia asks Twilight.

"Discord is protecting us…" Twilight said, "Now we have to protect him!"

Twilight's flash then teleports she and her friends to Canterlot immediately.

Discord kept fighting back at Mordum. Whatever that being was doing here, it had something to do with Celestia and the other princesses. One thing for sure too, the monster WANTS to KILL Discord.

"Wretched Beast!" the angered murderer yells, "GET UP!"

The bastard has beaten and bloodied Discord longer at their fight. Discord had knew something was wrong, and he tried to warn everypony when they didn't listened to him. The only thing he had to do was use his chaos to transport the princesses, all ponies of Equestria, and Mane Six by surprise, including Spike. He's doing everything he can to protect them from that Mordum, Tirek, and Chrysalis, because he loves them. All the love he built up over experience has made him a sensitive loving creature.

Yet, Discord was nearly injured and bruised, all bones nearly broken. All from Mordum trying to finish him.

"Stupid garbage!" Mordum sneers, "No pony loves you after you betrayed them to Tirek..."

"If they're better off without me, than kill me." Discord cries, "Their lives are more important than mine anyway."

"Easier done than said!" Mordum laughed, then taking out a mace weapon to raise it!

Discord cowers in fear, crying, realizing this may be an ugly death.

"ENOUGH!" a voice yells.

Discord looks in shock as somepony is yielding Modum's attack. No, six ponies, and a dragon.

"Twilight..." Discord wheezes, "GO! He'll kill you!"

"No..." Twilight sobbed, "You're our friend, no matter what mistake you make. If he kills you, he has to kill us!"

"Twi..." Discord weeps.

"No one lays a hand on our only friend!" Fluttershy yells.

"You're sacrificing your lives for that stupid waste?" Mordum laughs, "You're all so idiotic."

"Maybe..." Rainbow Dash whimpers, "But a real friend never abandons those who protect other friends."

"I admire your loyalty to that beast. I really do." Mordum grins, "But I already cast my badass spell to transport everypony back into Equestria. Just think of it, no more… them. And hey… soon I'll kill all the diamond dogs, dragons, buffalo, cows, yaks, heck, maybe the young bearlings. Who knows, turn them into my slaves, sell them to Sombra, who I now summoned back. Oh yeah, don't think I haven't forgot to include him."

"Why?" Fluttershy weeps, "Why do you want to destroy Equestria?"  
"Rebirth…" Mordum smiles, "Fucking rebirth. Take away the lessons of forgiveness, love, and friendship that you shouldn't have given that Discord shit. Hate is the real medicine, and I intend to teach everypony that, or… well… they die."

Mordum then points the Mace at Discord, as Spike and Rarity hug to protect him.

"All because he wanted some fucking throne…" he laughs.

"It's NOT because of him!" Twilight snaps.

"I know. I planned this for years now!" Mordum howls, "So I intend to take the throne. No… not Discord's… Celestia's…"

Twilight gasps.

"Yeah, I rule. And I cleanse the trash away from this earth." Mordum concludes.

"That's… not what a throne is for…" Discord rattles, "I won't let you… do that to… Equestria…"  
"WE won't let you harm ANYONE in Equestria!" Applejack adds.

As Discord staggers up weakly, the six ponies and Spike stay by his side, ready to fight.

"Whew. Fucking gay dude." Mordum whistles.

He then swings his diamond whip, cracking towards the gang, as they split in half. Discord goes with Twilight, Fluttershy, and Rainbow Dash, as Spike goes with Pinkie Pie, Rarity, and Applejack. Twilight shoots out a huge burst of purple ray towards the dark horse, which Mordum blocks with his mace. Applejack then comes from behind with a buck kick towards Mordum's legs, as he yells in anger with the blow.

As he turns to attack Applejack, Pinkie Pie suddenly appears to kick Mordum in the face.

"TAKE THAT YOU BIG MEANIE!" Pinkie screams.

Mordum falls back, As Rainbow Dash flies by him to do a sonic boom into his stomach, hitting him and sending him flying towards the wall. He crashes, as the wall starts to crumble. Rarity then dashes toward to give him a fist slap, but the tall horse grabs her by the throat unknowingly, preparing to break her neck.

A sudden green fire then scorches his hoof, as Mordum is attacked by Spike. The dragon then grabs his tail, and swings him to the other side of the room, where Fluttershy rushes to slam his face to the floor. As Discord and Rainbow Dash prepare to work together to make the next move, Mordum suddenly stands up instantly, with his eyes glowing. A sudden wired aura then claps onto their necks. Discord's, Fluttershy's, Rarity's, Rainbow's, Applejack's, Twilight's, Pinkie's, and Spike's. He uses his telekinetic force to raise them high from the floor, having them choke and loose their breaths. Blood spurts from their mouths, as they cry in pain.

"Didn't expect that, did you?" Mordum said, "I really wished a team like you could live longer. Things will be more entertaining more me then…"

"SILENCE YOU CUR!" an angry voice roars.

A flash knocks Mordum down, as Twilight and the others are free from the deadly grip. As they land, Twilight looks up to see that Celestia is protecting them.

Discord cries, as does Fluttershy and Rarity, fearing Celestia's life is now at stake.

"Twilight. Listen to me carefully. Get Discord out of here and protect him…" Celestia instructs, "Then go find everypony else. Find anypony you can find, and get them out far away from here alive. Do whatever it takes!"  
"Celestia…" Discord begs, "Don't… he'll kill you…"

"Please listen to him…" Applejack said.

"I'll be okay! Just go!" Celestia orders.

Twilight nods, as she and her friends pick Discord up, running as fast as they can as they flee the falling debris of the castle. The glowing fire of Canterlot is now reflecting in the throne room, as Celestia is now alone, facing Mordum in her throne room.

"I did not expect this?" Mordum laughs.

"I don't know who you are…" Celestia said angrily, "But I won't let you conquer Equestria. Not on my watch!"

"Just think though. Dragons, Diamond Dogs… Discord… they're nothing but evil shit…." Mordum says, now raising his mace, "Imagine the good that will happen when ponies learn to hate…"

"I will not let you brainwash them on learning how to discriminate and enslave…" Celestia growls.

"Then fight me…" Mordum challenges.

The alicorn princess then cries, as she charges toward the dark horse, clashing her horn against his mace. She dodges his deadly swings, then attempting to have her horn stab him as he too dodges. As he attempts to punch her, Celestia the pushes him, and goes along with him as she crashes him through three different walls until they're outside the castle.

She then catches balance, flying in the air, as she looks down to expect Mordum to fall down to the ground. But to her surprise, the dark horse is flying up as well, and he's now grown ugly looking wings that seem like they're made from bones.

"Better lower your expectations…" he snarls.

Celestia screams in rage, as she flies to clash with Mordum. She grinds her horn against the silver metal of his mace, but Mordum manages to fling it backward as he swings it again at her. This time, the hit punches her, nearly sending her crashing to the ground. But she flies back up, shooting a white blast from her horn to make a gash at the side of Mordum's torso. He screams in anger, as a little blood trickles down.

"ARRRRGH! YOU FUCKING BITCH!" Mordum wails.

"You better watch your language…" Celestia threatens.

"I won't take orders from you…" Mordum sneers.

As Celestia continues to fight Mordum, a portal opens down below, with Luna and Canterlot's guards evacuating the other ponies through the palace streets. At least thirty soldiers fight to the death to hold off the changelings as they run. As Luna runs with the other ponies, the main six, Discord, and Spike arrive to join her by her side. Discord limps a little, due to the nasty break in his ankle. Luna then manages to use her magic to fix up the wound, having her aura mend his bones as quickly as possible.

Twilight then looks up to see how Celestia is doing, as she continues to fight Mordum in the air. As they continue to run, Spike, Fluttershy, and Rainbow Dash look up with her. Celestia roars in rage, as she makes a big punch with her two hooves to prevent Mordum from whipping her with the diamond lash. Mordum then looks down at Twilight and her friends, and licks his lips as he aims toward them next.

Celestia then blocks his path, pushing him higher up in the air with a mighty force.

"I won't let you kill any ponies!" she screams.

"Then I'll start with you…" Mordum giggles, as he slowly pulls out a hidden weapon behind him.

He then pushes it forward.

SHUNK!

Celestia gasps, coughing out blood. Mordum laughs manically, as he pierces a katana sword through her heart! Twilight widens her eyes in horror, realizing Mordum is actually KILLING HER!  
"NO!" Twilight shrieks.

Discord and Applejack then look up, along with Luna, as they stop stone cold to see the vicious stab given to the princess.

"No…" Applejack whimpers.

Mordum then pulls out the sword with a might force, and grabs Celestia by the neck.

"Face it Celestia, you failed…" Mordum grins.

He then finishes her off, throwing her down to the ground, as she crashes into the cobblestone road.

Discord cries in pain and fear for Celestia.

"WE'RE GOING BACK FOR HER!" he screams.

He then snaps his fingers. As the guards continue to escort the other ponies with their protection, the main six, Spike, Discord, and Luna get teleported to see if Celestia is okay. Mordum the eyes at the direction where the Crystal Empire is, and flies over there to make his next attack.

* * *

As Celestia bleeds heavily on the ground, her bones have cracked open, popping out from her skin. She wheezes, as she feels death nearing her. The flash of Discord's then appears with the gang, as Luna rushes to aid her sister.

"CELESTIA!" Luna screams in horror, "It's okay… we're here…"

"Luna…" Celestia breathes slowly.

"Celestia… no…" Twilight sobs, "You can't give up now. We need you."

"Twi…" Celestia says slowly.

"I'm so sorry…" Discord weeps, "This is my fault. I should have never tried to prove myself…"

"No… don't apologize Discord…" Celestia smiles, "You weren't responsible for this… you were protecting us… I'm… I'm very grateful you did that…"

She then eyes at Twilight and her friends, including Spike and Discord once more.

"You're all capable of protecting everypony…" Celestia whispers softly, "Make sure you save their lives… I believe in you most of all… Twilight… my… stu…"

Her speaking suddenly stops, as her heartbeat ceases, while she coughs her last gush of blood from her mouth. Her breath fades, and her eyelids close. The gang around whimpers at the sight of her death.

"PRINCESS CELESTIA! NO!" Twilight sobs, hugging her lifeless body.

"SISTER!" Princess Luna cries, leaning down to nuzzle at her head.

"Why…" Discord stammers.

"What are we going to do now…" Rainbow Dash weeps.

"LOOK! OVER THERE!" a vicious laugh shrieks out.

Twilight looks behind her to see changeling soldiers coming toward them, shooting their automatic weapons. Princess Luna then jumps in front of the gang to protect them, shooting beams from her horn to push them back. Another changeling then pulls out a net gun, and shoots at Luna, trapping her in the net bindings.

"LUNA!" Rarity shouts.

"You… you have to escape!" Luna says to Twilight and her friends, "Go find your other friends, and help them rescue everypony else."

"No! We lost Celestia already!" Applejack says, "We won't abandon you next!"

"You have no choice!" Luna sobs, "I'll survive… that I promise…"

"Luna…" Twilight tries to reason.

"Farewell…" Luna smiles.

After saying that, she uses her beam to magically teleport Twilight, Applejack, Pinkie, Rainbow, Fluttershy, Rarity, Spike, and Discord away from Canterlot, to wherever they can be in a safe distance. The changelings then pounce on Luna, dragging her upwards as they snicker in sadistic pleasure. Then they whack her on the head, knocking her unconscious.

* * *

At the Crystal Empire, Shining Armor and Princess Cadence evacuate everypony from the kingdom, as Cadence also carries her alicorn baby. The Canterlot guards also rush in to save the mothers and children from their homes, guiding them to the nearest train station to get them away from the changeling invaders. As Shining Armor runs with the crowd, he turns to his wife.

"My Crystal Empire guards will meet us at the station!" Shining Armor tells his wife, "They'll help the Canterlot soldiers hold off the changelings!"  
"Celestia has just gone back to Canterlot as Luna last telepathically reported to me." Cadence tells Shining Armor, "I haven't heard anything else since then. I just hope we also find Twilight and the others!"

At the train station, Shining Armor sees his Crystal Empire guards standing in place in front of the station gates.

"Wait for the Canterlot captain's signal!" Shining Armor instructs, "Then they'll…"

BAM!  
Shining Armor is suddenly hit towards the ground by one of his soldiers. Sixty more of them then surround the escaping citizens, some binding them, and some killing them instantly on the spot. A gunpoint also surrounds Cadence and her baby, as Shining Armor turns to see that his guards are now killing off the rest of the Canterlot guards. The changelings are then in front of them, as Shining Armor turns to see his soldiers, the TRAITORS leering above him with smirks on their faces.

"WHAT IS THE MEANING OF THIS?" Shining Armor demands.

"Do not take this personally…" the head soldier muses, "We were given a special power my Mordum himself. Better pay, the same power of chaos as Discord's. Since our hate towards him grew after he betrayed us, he promised us that we kill him on the spot, and cleanse all who oppose that. But indeed we figured you protest. And heck, this is the CRYSTAL Empire here! He said we can turn this place into riches easily…"  
"That heart for instance…" another soldier adds.

"NO! Why would you take his offer?" Cadence says in anger, "Without any of the crystals, or the heart, the everlasting winter will come back and destroy this empire!"  
"That's exactly what Mordum wants." the head soldier grins, "He thinks this place is now worthless trash anyway…"

Shining Armor then looks up, seeing storm clouds suddenly appear as they blow blizzard winds. He turns to see that the changelings grabbed the crystal heart, setting it in a jar filled with some demonic looking blood. They place it in there, as the heart now carves itself a skull shape in the middle."

"A hate spell…" one changeling explains, "Makes the curse on this heart unbreakable…"  
"Please… why?" Shining Armor begs, "This is our home…"

"You never deserved a home!" the head guard says, pointing his gun towards the temple of the prince's head.

SWIPE!

A mighty scratch knocks over the head guard and ten more along with him, as Discord suddenly appears to defend Shining Armor, Cadence, and their baby. He growls in rage, as he stands in all fours, hands and feet. More changelings come toward him, only with Spike, Rarity, and Fluttershy coming in front of them, beating them all up as much as they can instantly.

"I don't want to beat you things to death!" Rarity gags, "But you're killing everypony! So there's no choice we have…"

As the three of them work together to fight them off, Applejack, Rainbow Dash, Pinkie Pie, and Twilight appear at the station, fighting off the rest of the treacherous guards who try to kidnap or kill more pony citizens. Twilight also cries in anger, as she sees the dead bodies of the innocent ponies around her. Applejack uses her lasso to bind one Empire soldier, and swing him around to knock over five more. Rainbow Dash then flies, and swoops over to knock out twenty guards with both her open hooves. Pinkie Pie then pulls out her party canon, and blasts a might bang of confetti to push back more guards!

"Looks like we're having a BLAST!" Pinkie grins.

"Let's go get the others." Twilight says to her friends, as she gathers up the remaining citizens.

Applejack then rushes over to where Discord, Spike, Fluttershy, and Rarity are. The four of them finish off the rest of the changelings, as they hug Shining Armor, Cadence, and their baby to protect them. Applejack then signals to them that they should leave.

As Discord carries Shining Armor and Fluttershy, Rarity and Spike help Cadence run with her child.

SLAP!

A mighty hit pushes the three of them aside, as a sudden black cloud grabs Cadence's child.

"FLURRY!" she screams.

She then sees that the cloud heads toward Chrysalis, who grabs the crying baby with her hooves.

"Well… look at this… you finally have a child…" Chrysalis giggles, "Mordum will be pleased to make this thing his new recruit."

"GIVE BACK OUR CHILD!" Shining Armor screams, as Discord allows him to run over and try to stop Chrysalis.

"Say goodbye to your brat!" Chrysalis laughs.

FLASH!  
With a might green flame, she disappears with their baby.

"NO! MY CHILD!" Cadence sobs.

"No…" Shining Armor stutters.

Twilight then looks up and sees that the blizzard is getting worse. The winds are blowing over the buildings, smashing windows, and wrecking the roads. Cadence even gasps, as their castle begins to collapse.

"How many survivors do we have?" Twilight asks Applejack.

"A hundred and fifty!" Applejack calculates.

"We have to go!" Twilight shouts, "It's getting dangerous here!"

The gang then rushes over to the crowd, as Discord grows bigger to circle around and protect them. The main six ponies and Spike now saved the citizens and the prince and princess. As Twilight uses her teleporting spell to find a place for all of them to hide, see weeps at the kidnapping of her brother's baby.

* * *

Outside, at the mountain top overlooking Canterlot, Mordum whistles in delight as he sees his new changeling soldiers set the palace buildings ablaze. More of them then gather more ponies they could find, and execute them right on the spot with their riffles. It was a bloodbath down there, as the changelings then feast on the love aura from the ponies before they die.

Behind Mordum, Chrysalis appears with the baby alicorn Flurry. Tirek the appears with more changeling assistants, as they drag over Princess Luna in chains, throwing her hard on the ground. They then stomp on her head, forcing her to knell before the wretched dark horse.

"Ah… Luna… Luna…Luna." the tall horse smiles, "You're probably wondering who I am, and why I'm doing this. You'll learn in good time. But for now, I'd appreciate… having a new slave do my biddings for a while."

"You monster…" Luna snarls, "What good will your type of genocide do? Equestria is built with love and friendship, that's how this world survives!"

"And without it, it goes on the brink of collapse. That's my intention…" Mordum sneers, "And… Twilight and her buddies have just set a really, REALLY bad example…"

"They're more capable of everything than you think!" Luna vows.

"I'm sure of it…" Mordum frowns, "Or do you want them to meet the same fate that Celestia faced?"

"YOU MURDERER!" Luna screams.

She attempts to lung at him, but is held back by Tirek's grip.

"I see you're shocked about me having intentions to KILL!" Mordum hisses at her, "Well, I'll wait to do THAT to you later…"

He looks up at Tirek.

"Any word about Discord, Shining Armor, Spike, Twilight, ANY of the ones who tried to defy me?" Mordum asks him.

"No information yet…" Tirek responds, "But I'm starting to love your sick style."

"The best is yet to come." Mordum grins, "Take Luna to the deepest cell my urchins are creating in Canterlot. Torture her as HARD as you can!"

Luna screams and protests in fear, as she's being dragged by Tirek without mercy. Mordum then turns back toward the view of Ponyville and Canterlot. He licks his lips as he hears the screams of bloodcurdling kidnapping and murder.

"I've waited to hear that sound for a long time…" he grinned, "Real pain…"

* * *

It was hard for Twilight to choose a random place, but eventually she and everyone else found a place to hide from Mordum and his crew. It's a huge cave that goes miles long, and located far away behind the Everfree forest, and it goes as deep as it can so any enemy could not notice their target easily. As soon as Twilight guides the remaining survivors from the Crystal Empire into the cave, Zecora appears, as she and the last remaining Canterlot soldiers guide the remaining survivors from Ponyville into the cave. As more guards set up a barrier of defense, Rainbow Dash, Rarity, and Applejack search for their little sisters.

"RAINBOW!" a filly's voice yelps.

The three ponies turn, and see the cutie mark crusader fillies running to them with tears in their eyes.

"SWEETIE BELLE!" Rarity weeps.

"SCOOTALOO!" Rainbow Dash whimpers in relief.

They all run to hug their sisters, and Applejack is relieve to see that Big Mac is safe too, along with the ponies' pets, Winona, Angel, Owlicious, Opal, Tank, and Gummy.

Rainbow Dash then rushes to pick of Tank, and the other ponies cry as they reunite with their other pets.

Twilight then looks up at Shining Armor.

"Any word from our parents?" Twilight asks him.

"Or mine?" Rarity asks.

"We… received information from one of our soldiers." Shining Armor said silently, "They were… raped… then they got cut into pieces…"

Twilight and Rarity gasp in aghast an terror.

"The last thing those changelings did was cremate the bodies in Ponyville." Shining Armor finishes, "The other soldiers tried to fight them off, but they were killed on the spot."

"No…" Twilight weeps, as she drops to the ground, almost feeling numb.

Discord just stands there, in shame. He looks at all the ponies that are finally there and counted in the cave for protection. Five hundred of them, and that didn't seem like enough. All of them had lost their homes, families, and friends from this unexpected attack.

Discord feels heavy guilt, as he's brought to extreme tears. He snaps his fingers, creates himself a backpack and sword, and attempts to storm out of the cave. Shining Armor then turns to see Discord leaving, and shines his horn to make a glowing wall covering the cave entrance, preventing Discord to leave.

"Discord…" Shining Armor starts to say, "You can't leave…"  
"YOU CAN'T ARREST ME!" Discord sobs, "THIS IS ALL MY FAULT! I… I DON'T KNOW OR CARE IF I WANT SOME… THRONE ANYMORE… ALL OF THAT IS GONE! I… I tried to be a hero… to do something good…"

The spirit of chaos then collapses to the ground.

"But I completely disappointed all of you…" he cries, squeaking like he's losing his breath, "If I would've tried harder, Princess Celestia would still be alive. I should have been left behind to save Luna too."  
"Discord…" Twilight starts to add.

"I shouldn't have started that bet… this may have been all because of me… I've been so selfish… JUST GET IT OVER WITH! TAKE AWAY MY FREEDOM!" he wails.

"STOP!" Shining Armor snaps, coming over to the draconequus, "You just stood your ground for us. We aren't arresting you!"  
"THEN WHY CAN'T YOU LET ME SET THINGS RIGHT?" Discord screams.

"With all due respect Discord, we're protecting you from getting killed by that maniac." Shining Armor explains, "You did use your chaos to prevent some invasion, but I assume Mordum has planned out this attack very well. If you were to arrive near him again, he would expect you and kill you right on the spot."

"But… then… I'm no hero…" Discord sobs, "I'm just the usual… villainous…"

"Discord, you're not villainous…" Twilight finally says, slowly stepping toward Discord and gently petting him.

Spike, Pinkie Pie, Rainbow Dash, Fluttershy, Rarity, and Applejack then follow, as they gather around Discord to comfort him.

"You were willing to prove yourself today by sacrificing your life to protect us…" Twilight assures, "You were… bragging… but this isn't your fault."  
"You still saved our lives…" Rainbow Dash said hugging him, "That really makes you a hero…"

"But I didn't save enough…" Discord rattles.

"You tried your hardest, and it's good enough." Applejack comforts, "We did the best we could too, but… we also weren't expecting…"

"It was partly our fault too…" Rarity cries, "Not giving you a chance or listening to you. Letting Chrysalis get away with…"

Cadence weeps as she knows Rarity is going to mention her baby. She sets her head on Shining Armor's shoulder, as he hugs her. He then looks at the group.

"As I said… Mordum planned this really well." the prince said, hanging his head low, "Whatever bloodshed plan he has, he… succeeded. We actually altogether didn't stand a chance either way…"

"So… that's it then?" Fluttershy peeps, "Mordum is going to try and conquer Equestria?"

"I guess that means we're fugitives, huh?" Spike asks.

"For the moment, yes…" Cadence admits, gaining back her strength, "But we will fight back. I wouldn't say we're forming a resistance movement just yet until it's decided, but we'll do whatever it takes to keep going outside and find others, rescuing as many as we can."

Shining Armor then looks at his guards.

"Get everypony ready for sleep tonight." Shining Armor instructs, "We're going to have to teach them how to survive tomorrow…"

The guards nod, and go to a procedure to calm down the other ponies.

Discord then slowly gets up.

"I… want to be alone tonight…" he whispers.

He then trudges away from the group, hanging his head low. He passes by the other ponies, who actually are cheering and praising him for protecting for the first time. But he didn't bother looking down at them. He felt he didn't deserve any acknowledgement. He kept blaming himself for losing, and being weak enough to let that stranger Mordum win.

* * *

Another carved area from the cave was just connected to were the other ponies are taking shelter. It was like a room, but nopony else was in it. It was dark, and Discord was all curled up, alone in the room, crying silently.

Behind him, Twilight approaches slowly, with Rainbow Dash, Pinkie Pie, Applejack, Rarity, Fluttershy, and Spike following along once more. Pinkie trots over to lift up Discord's paws covering his face. Rainbow Dash comes by Pinkie, as they both smile to try and cheer him up.

"Leave me alone…" Discord whispers.

"Discord… it wasn't your fault…" Twilight said gently, "Today you actually proved something to us. You protected us. That was more than enough to earn our trust…"

"But I failed…" Discord replies.

"Hey, none of us were expecting Mordum to be that powerful sugarcube." Applejack points out, "And I don't know how he got Chrysalis and Tirek to work with him, but you shouldn't blame yourself. They prepared these… atrocities…"

"I should have gone on my own to stop them…" Discord sobs.

"You can't go alone…" Twilight says, hugging him, "This may be new mission for all of us now. We're involved in this too. No matter what."

The other ponies, including Spike nuzzle around him.

"You're part of our team… and we're going to stop Mordum together. I promise." Twilight guarantees.

Discord slightly looks up this time. His eyes are still watering, but he's startling to smile real slowly. Rainbow Dash even surprises Discord with a playful lick.

"Hey, how about changing into a rattlesnake? Just for fun?" the pegasi suggests.

"I… don't know if I'm in the mood for…" Discord said.

"C'mon… just once." Applejack says, "A little chaos can actually cheer us up."

Discord grins.

POOF!  
"HISS! Somepony is going to get a hug and lick!" Discord giggles in his snake form.

He then playfully slithers and tickles the ponies and Spike with his tail, as they laugh in happiness. Discord then licks Rainbow Dash and Rarity with his snake tongue. Then, he stops, going back to his original form for a minute.

"What's wrong?" Pinkie asks.

"I… I didn't want Celestia to die…" Discord sighs.

Twilight tears up as she heard that.

"I didn't want that to happen either…" she sniffs.

"We'll set things right for her." Fluttershy vows.

They all hug tightly.

* * *

Later that midnight, Twilight Sparkle checks up with Shining Armor, who's keeping watch at the barrier to look out for intruders with the other guards.

"Is Discord feeling any better?" he wonders.

"A lot, actually." Twilight smiles, "And he has an idea on who can help us rescue Princess Luna."

"Whatever works." Shining Armor says, "She won't survive in Canterlot for a second."

"Discord, Fluttershy, and Rarity agreed that the Diamond Dogs can reform themselves." Twilight said.

"The Diamond Dogs…" Shining Armor said in suspicion, "Seriously…"

"They have excellent digging skills, and they can sneak us underground to get to the dungeon that's holding Luna." Twilight explains.

"And why should we trust these former enemies?" Shining Armor asks.

Twilight's face turns to worry.

"Because they may want our protection too…" Twilight says, "And there's no doubt in my mind Mordum will try to kill them next."


	2. Chapter 2: Descent

Rover, Fido, and Spot are currently looking for new gems in their cave. Their guards also keep digging to look for any rare kinds with their pick axes. Spot, the youngest one, bites on one of the gems to taste its strength.

"ICK!" he belches, "Not worth anything!"

"That's only diamonds…" Fido suggests, "Those stones fool anypony that they're worth something."

"Then find more!" Rover recommends, "We can finally make sweet bits with whatever is left!"  
"You sure they'll trust us after we kidnaped that unicorn that one time?" Fido asks.

"Forget that mule! She probably forgot to tell on us!" Rover snaps, "Just inform some of our guards to take some gems outside."

"You heard him!" Fido yells at the other dogs, pointing towards the exit.

The guards shrug, pulling carts of the remaining gems they could find. They walked down at least a couple minutes through the carved hall of the cave. They then make a curve, turning right.

"KILL THEM!" a voice yells.

The guard dogs look around, seeing the treacherous crystal guards appearing behind them, pulling out their daggers and cutting deep into their necks. Blood gushes out, as the guard dogs whine and cough out the red liquid spurting like soda coming from a can. As they collapse dead, the guards head down the hall in silence, preparing to ambush the rest of the dogs.

At the gem section, Fido becomes worried if a couple of their guards would take too long. He turns around to head near the exit, to see if they're okay. Nearing an arc of the gem room, an automatic riffle is suddenly pointed towards his face.

"What the?" Fido barks.

"SHUT THE FUCK UP!" the head guard screams.

Rover and Spot turn around, ready to pounce at the intruders. But as they lunge, the butts of the soldiers' riffles hit them. As they're knocked down, the traitor guards shoot at the rest of the dog soldiers. Blood splatters all over the place, and spurts onto Rover's face with pure terror. All the guards are dead, and the head guard orders the rest of his soldiers to hold down their last three victims.

"Please don't hurt us! If we mistreated you, we'll give you anything! We'll repay the damage!" Rover begs, "Gems! Take as many as you want!"

"Oh, we don't want gems." the head soldier snickers, pulling out a cutting knife, "See, our new friend Mordum is wanting us to bring him a new rug made with dog fur."

Rover whimpered, knowing what he means. They're planning on SKINNING THEM ALIVE! The head guard then touches the blade slowly up and down Spot's cheek.

"So evil you pups are…" the head guard scowls, "It will be interesting to see you bleed to death in your own muscle exposure."

The three dogs are held down tightly, as they try to struggle away from the guards' grips. But they were to weak, and they only had one chance but to face sheer torture and death! The head soldier then brings of Rover's leg, and attempts to make his first skin peel.

BANG!

An explosion of rocks smash towards the guards, knocking them unconscious and letting the three diamond dogs go. The head guard turns around to see the Main Six ponies, Spike, and Discord coming toward the dogs to rescue them. Discord then snaps his fingers, and places an aura around the head guard betrayer, stunning him.

"You going to kill me?" the leader sneers.

"No… we're not going to do that." Discord informs.

"In fact, we want you to give a message to Mordum!" Rainbow Dash grins, as she trots toward the head guard, "He WON'T get his rug any sooner than later. If he wants to hurt anypony else like these dogs, he's going to mess with us!"

"What are you? Some kind of resistance movement?" the head guard demands to know.

"Yeah honey." Applejack smiles, coming over to him, "I guess we are."

She then makes an elbow hit to his forehead, knocking him out cold.

"Why protect us?" Rover sneers.  
"Nice to see you too… dogs…" Rarity sighs.

"And why is that spirit of chaos helping you?" Spot growls.

"I'm not that suspicious just to let you know." Fido tells Twilight, "I'm just confused about what's happening."

Twilight sighs.

"I am a little confused at first too…" she admits, "But all I can tell you is that we have a new leader."

"And it's not Princess Celestia anymore?" Spot asked.

"Right, that dude is called Mordum…" Rainbow Dash answers, "And… he murdered the princess."

Rover winched.

"SERIOUSLY?" he asked.

"That's why we want to protect you." Discord answers, "Mordum is committing some acts of genocide, and he's probably aiming toward you next."

"But… more diamond dogs like us are still out in the open…" Spot stutters, "That would mean they'll be executed too…"

"And our guards were massacred…" Fido said in silence, "I don't know how to tell you guys this, but technically, we're the only three diamond dogs left."

"WHAT?" Rarity gasps, "How can this be? Aren't there any females like you?"

"They went extinct some time ago…" Rover sadly explains, "Repopulation of our kind is now limited and impossible."

The gang murmurs in shock, feeling HUGE sympathy for them. Spot then sits slowly on the floor, shaking in fear after he heard the news Fluttershy then comes over, and gently places her hoof on his shoulder.

"We know your pain…" she said, "And we're suffering too. But we can protect you."

"Is there something you want in return?" Spot asks.

"Actually, yes." Discord says, "Basically, we know you three are excellent diggers…"

"And you want us to dig underground to sneak you somewhere." Rover realizes.

"To rescue Princess Luna." Applejack adds, "She's Celestia's sister, and we need her to aid us in battle against Mordum."

"And if we help… we'll have the chance to retaliate?" Rover asks.

"We ALL will." Twilight nods.

Rover smiles with his teeth, and stands up tall.

"All right, we're in!" he decides.

Twilight grins back, happy they have new companions.

* * *

In the dungeons added to the basements of Canterlot, Luna is chained to the wall. She can already feel blood dripping from her nose, as Tirek beats her constantly. She looks up at him in defiance, with the look of rage in her eyes.

"I always dreamed to work with someone who hates princesses like you?" Tirek sneers.

"And what good will torturing me gain?" Luna asks, spitting out blood.

"You can start by telling me where you sent Twilight and her freak friends…" Tirek demands, "Were are they hiding?"

"I'd rather bite my own tongue then spilling the beans in front of a monster." she spat out.

"Well, Mordum offered me some tips on… extreme measures… if you want to open up." Tirek chuckles.

He then grabs her legs, and spreads them open. Luna is in deep shock and horror of what Tirek is then doing with his fingers. The painful, violating, sexual assault hurts her, as Tirek inserts his fingers in her genitalia. The genitals in her body starts to throb, as Tirek inserts his fingers up and down in incredible speed. Luna gasps and cries, feeling as if she's being raped.

Tirek them grabs her ass, squeezing it as he then digs deeper towards her vagina. Luna doesn't know the difference between pleasure, and hurt between this point. Tirek then leans over to her ear, whispering the most offensive slurs he learned from Mordum.

"You like that, don't you bitch?" Tirek mocks.

The assault lasted more then ten minutes, as Luna cries loud and clear, hoping somepony can rescue her soon.

* * *

The digging was a challenge for the dogs, but they have gone pretty far, and sensed that they already went under Ponyville twenty minutes ago. Pinkie Pie is also carrying a bag, carrying the tools needed for their rescue mission. She then hands out automatic riffles and ammo, the same ones the guards used to Fluttershy, Discord, Spike, Rarity, Applejack, Twilight, and Rainbow.

"GUNS?" Discord asks, "But they're banned. Can't we fight with our bare hooves?"  
"We have no choice." Twilight says, loading gun, "All these changelings care about now is killing other ponies without mercy. And if there's no reasoning with these beasts, we must kill to survive and protect. This is now war, none other if we like it or not."

"But I've never handled a weapon before either." Spike says.

"I'll show you how to aim and fire, you rascal squirt." Rainbow Dash offers, "Just think of it as we're in a video game."

"Well this won't be fun for me…" Rarity breathe out slowly, "I don't want to get blood stained in my beautiful hair."

"Seriously?" Applejack says.

"We're almost here." Rover says, "But we must advise to find the right hollow spot to sneak in without those… changeling things you described… noticing us."

"I have the magic needed to help us, and I studied all the spells from my last remaining books before we left to meet you." Twilight said, "Hopefully it will work, but like you said, we must be careful."

* * *

It was under the room of the abandoned ballroom that the hole is punctured open from the floor. Tiles crack open, as the diamond dogs dig upwards and help the other ponies up into the room, including Spike and Discord. They keep hold of their new guns, as Twilight walks on her hind legs to run and lean against the wall. She paces near the entrance, to see if any changelings are passing by. She looks both left and right.

"All clear." she whispers.

The rest of the gang follows her, as they turn right in the corridor.

"You know these castle routes." Rarity says, "Any idea how we find… this dungeon… since it wasn't added before hand."

"I had now idea how Mordum's assistants built it." Twilight replies, "But I think it's made near the storage area. It's like a basement, so they probably made an entrance to the chamber they made."

"How do we get there?" Pinkie Pie asks.

Twilight stops at another fork of the corridors, with the team halting with her.

"Discord, think you can transport us to the chamber?" Rainbow Dash wonders.

"I'm worried I might draw attention." he admits.

"He's right." Twilight says, "We need another way to find the passage to the storage room."

Spot then sniffs.

"YEEK!" he huffs, "Something reeks like… wine."

"Alcohol?" Applejack asks, "That sounds like this stuff is stored in a wine cellar. Maybe it's part of the storage room."

"Could be!" Twilight beams, "Spot, think your sense could take us there?"  
"Fine." Spot sighs, "But the reek is not enjoyable."

As the diamond dog sniffs at the floor, the gang follows. They keep a strong grip on their guns, hearing the sadistic laughter of the changelings echoing in the hallways. Rarity winces, as they all then turn to go down a downward spiral passage. It was a bit of a loop, but eventually, they spot a big metal door at the end of the passage.

"That could be it." Applejack observes.

As Twilight approaches to open the door, a sudden turn on the knob is made.

"Eh… what a bitch…" a familiar voice mumbles.

"Tirek…" Fluttershy squeaks.

The ponies, dogs, dragon, and draconequus stay really close to Twilight with their ammunition, as Twilight notices the pushing of the door opening is turning towards her. Relieved that it's not away, she signals her friends to stay close, as they then rush quietly to stay behind the metal door. It was dark when they huddled together in the corer with the door hinges, but they were in the angle where Tirek can't see them in the corner of the room, where the side of the door hidden them.

"Ah… Mordum will be disappointed that she didn't break…" Tirek hisses.

The diamond dogs breath silently, worried that if they breathe heavily, the giant demon would find them. Eleven of these friends feel their heartbeats, feeling their blood run cold as Tirek stomps slowly up the corridor, muttering profanities he learned from Mordum. His departure was almost TOO slow for them, they don't know when it's right to come out. One wrong move, and they'll be…

Twilight herself didn't want to think of whatever word. She listened carefully at the sound of the giant hooves. She's praying that it will go away soon. What if Tirek turns back? What if? Then the stomps become quiet… quieter… loud again… quiet… then it slowly fades.

"What if he's still here?" Fluttershy squeaks.

Twilight knew that there's no choice but to move the door slowly to see if Tirek made a trick so he could catch them. Could he? No. He just came out after torturing Luna, probably not knowing if she and her friends arrived. Could he still have predicted that though? She couldn't wait any longer. Trotting slowly as she could, she moves the door halfway and peeks out. Is he…

"He left…" Twilight sighs in relief.

"All right, let's go!" Spike nods.

The team moved as quickly as they can, scuffling through the room door. Discord then closes the door softly, as carefully as he can. He then catches up with the rest of the others, as they all look around in the room. They can see the wine caskets all lined in a row, and there are a hundred of them. Then, they noticed that all the wine is emptied onto the floor.

"Why would they get rid of wine?" Applejack said, "Are they not a fan of alcohol?"

"Maybe it's apple cider?" Rainbow guesses.

"Wait… that smell from before…" Spot whispers, "It's not the alcohol after all… it smells like…"

"Rotting flesh?" Applejack predicts.

She can see the blood dripping from all the caskets, including the one she's in front of. She opens it up herself, lifting the wooden hatch to see what's inside. As she opens the front lid, the friends whimper and feel their stomachs turn as they see a gruesome sight.

In the casket lied DEAD PONY BODIES AND CARCASSES, and their eye sockets are pulled out or either gouged. The bodies themselves are cut up into pieces, and flies are spinning around the corpses in the casket, sucking on the remaining flesh. A pipe is then seen in the casket, having a series of tubes connect to each body piece, sucking up the preserved blood and fleshes.

Rarity covers her mouth, as if she's going to hurl.

Spike then investigates another casket behind them, and is terrified to see that it's the same as the other casket they just witnessed.

"All the caskets…" Pinkie Pie whimpers, "Are storing dead… ponies?"

"Those… changelings… and Mordum…" Fluttershy hissed, "They're so cruel."

"Suck it up guys…" Twilight breathes heavily, trying not to vomit, "There's the entrance to the dungeon… I hope…"

As she points to the door, Spike closes the second casket he opened. As Applejack prepares to close the first casket, the gang suddenly hears cackles and footsteps coming from outside the room. It sounded like changelings AND more crystal empire guards who now work for Mordum.

"Man… does he really want more dead bodies to feed his monster?" the team hears outside the door, "He's sick."

"What monster?" Pinkie Pie peeps.

"GUYS! FORGET TALKING ABOUT SOME MONSTER!" Spike whispers loudly, "THEY'RE COMING THIS WAY!"

Twilight holds her breath, and looks into the casket of corpses that's still open. She then turns to the dungeon entrance, which is far out of their reach. The doorknob is then slowly turning behind them, and it's a slow process.

"EVRYPONY! IN THE CASKET!" Twilight whispers.

"WHAT!?" the five ponies, Spike, Discord, and dog whimper together.

"Or do you want to get caught?" she warns.

Having no choice, all of them hurry into the casket, feeling queasy and nauseated when stepping over the bodies witch cracking bones and squishing brains. Twilight then has her horn lift up the casket lid, and brings it forward to shut the casket. The gang shakes in fear, as they feel the rotting flesh around them in the dark wine barrel.

Twilight presses her ear against the casket door, and hears the door open. The enemies enter the room, as she can hear the footsteps trot by the casket they're hiding in. She's counting the number of henchponies in the room. Ten… twenty… THIRTY of them. She can hear them pull at least five wagons for the bodies they need to empty and carry. She knows she and her friends are outnumbered, and there's no way they can fight them. If they did, their enemies will raise the alarm and send more down to try and capture them. The gang can't afford that to happen, not after they came this far for Luna.

"Fuck dude… I can go for a tasty snack!" a changeling slurps.

"Save it!" another changeling orders, "It's supply and demand! Mordum told us to limit our intake until we find more, or choose anypony else."

"Good thing he's not targeting us." a crystal empire soldier snickers, "I can smell the sound of crystals… as crisp at dollar bits."

"Yeah, yeah. Whatever." the third changeling said, as Twilight hears them load the last batch, "Let's just take this shit up."

In the casket, Rainbow Dash, Spike, and Fluttershy hug Discord tightly, like they're squeezing on a security blanket. Discord hugs them tightly too, afraid to let them go. The diamond dogs stay close to Rarity and Applejack, and hold their hooves tightly to feel like they're not alone. Rarity and Applejack then hug the dogs, as they hear that almost all the crew is out of the room.

Suddenly, Pinkie Pie's foot accidently pushes down, and steps on a corpse's bone.

CRACK!

Outside the casket, a crystal empire soldier heard the noise.

"Did you hear that?" he asks his crew.

Twilight looks back at her friends in fear in the casket. They all whimper, thinking that they're all going to get captured, maybe end up in something worse. Twilight then looks down at the dead bodies.

Outside the casket, the crystal empire soldier looks at the casket the gang is hiding in.

"I think it came from that casket." he said, "The one in the middle of those two."

"I'll have a look." a changeling sighs, "If it's a couple of imposters, I'll love to hogtie them and eat their throats."

The changeling trots over to the team's hiding spot. He stands right in front of the door, and opens the casket slowly. He yanks the lid back, to see what's inside…

Nothing…

"Nope. You just THOUGHT you heard something." the changeling told the crystal guard, as he looks over the changeling to see for himself.

"Hmm. I thought somepony was actually in there." he said, "Guess I was wrong."

The villainous crew didn't know it, but under the dead bodies hides Twilight and her friends themselves. They dug in deep under the corpses, choking up the rotten smell as they stay in place, nuzzling together, and trying not to throw up from feeling the stinky flesh touch their noses. Rarity's eyes also water, feeling her tail being crushed by the weight of a corpse's rotting head.

"All right…" the changeling finally said, "Let's move"

The casket door is then closed, as Twilight hears Mordum's crew finally leave the room with their wagons.

CLICK!

"They're gone…" Twilight coughs.

The team then rises up, shuddering as they shake the flesh off of them. Twilight then opened the casket lid, breathing heavily and throwing up chunks of vomit because she was so sick being EXTREMELY close to dead bodies. Fluttershy, Spike, Pinkie Pie, and Rainbow Dash cries, as Discord comes over to comfort them.

"It's okay…" he gently says.

"We know…" Rainbow Dash weeps.

Applejack then helps the diamond dogs out, as Rarity runs out of the casket as fast as she can.

"UGH! THAT WAS DISGUSTING!" she wheezes, "OF ALL THE WORST PLACES TO HIDE, WHY DID IT HAVE TO BE THIS? I'm so disgusted… I can just…"

"We have not time to faint Rarity!" Applejack reminds her.

"Hey, I'm a lady!" Rarity protests, "Can't I feel however I like?"

"Let's just go find Luna!" Twilight says.

The team then rushes toward the door, and Twilight puts her hooves on the handle. As she slowly opens, the creaking was unknowingly loud. REAL LOUD!

"WHAT THE FUCK IS THAT?" one of the changelings outside the room said.

The gang sweats in nervousness. They haven't gone far away. In fact, they heard them drop their wagons and running back to the room.

"Stupid creaking door…" Rainbow Dash says while grinding her teeth.

"GUYS! Let's go! QUICKLY!" Twilight yelps.

The ponies, dogs, dragon, and draconequus rush through the door, as Twilight is the last to go through as she also prepares to slam the door shut. But before she could, the door far across them bangs open, and crystal soldiers and changelings fire their ammo toward her. The purple alicorn dodges the attacks, and slams the door shut with a clang!

She then uses her magic to seal the door shut with some sort of glue.

"That won't hold them for long." Twilight calls down to her friends, as they run down the stairs, "We have to hurry!"

She catches up with them, as they run together, refusing to separate but cautious not to trip on the steps. As they reach the bottom, they feel the mucky floor, and look around at each cell, trying to find Luna. They could then hear the door bang open from the very top.

"YOU'RE ALL HERE AREN'T YOU?" one changeling's voice screams, "YOU'RE ALL FUCKING DEAD!"

The team of eleven is now scared as hell, and huddle together as they walk faster.

"PRINCESS LUNA!" Twilight calls out, "PRINCESS LUNA?"

"Twilight…" a voice weakly sounds.

The ponies look around to see were the voice is coming from. Spot then finds a door and scratches on it. This has to be Luna's cell.

Applejack then comes forward, turns around, and kicks up her hind legs.

BANG!  
One buck kick, and the door is burst open. Twilight rushes in to see Luna chained to the wall. Pinkie Pie then gasps, as the ponies see semen covered all around her face. Rarity then rushes to her, to release her from the shackles connected to the wall.

"LUNA!" Fluttershy cries, "What did they do to you?"

"Things… far… worse than I could imagine…" Luna shudders in horror, "Tirek… sexually assaulted me… to try and get me to talk…"

Discord growls when hearing that name.

"It's definitely not safe here now!" Twilight says, "We need to find a way out, now!"

Fido, the biggest dog, then makes a heavy stomp to create a giant hole that goes all the way to another underground they cave as an emergency.

"Good thing we gave Fido time to make another exit before we went in." Rover grins.

"Great indeed." Rainbow nods, "Let's go!"

The gang of eleven then carries Luna, and jump down the hole. Discord and Fluttershy hang on to Luna, as the gang runs with all their might. They can finally hear the changelings following them, as they too enter through the hole.

"We're just going to have to keep running!" Rover encourages to the other ponies.

BANG!

A bullet shot from a changeling's gun then shoots through Fido's ankle, having him fall and twist another as he smashes to the ground. As the company goes farther, they then turn to see Fido in pain, crawling to try and get away.

"FIDO!" Spot shrieks.

The big struggles to move faster, but the changelings then pull him back after appearing behind him. One changeling then pulls out a knife, and CUTS OPEN HIS STOMACH! Fido spurts out blood from his muzzle, as the changelings feast on his intestines and guts.

"OH MY GOD! NO!" Rover sobs, terrified.

"What in…" Rarity stammers in horror.

As Fido makes his last struggling movements, he notices more changelings are heading toward the gang. Discord and Fluttershy alone are trying to think of a way to save him. But Fido knows the changelings will outnumber them, and more crystal soldiers are appearing behind him.

"Go… keep the ponies safe…" Fido grins at the two dogs.

"WHAT?" Rainbow Dash squeaks.

BAM!  
Fido makes a might hit on the cave wall, as rocks collapse to separate the gang of ten now, leaving Fido on the other side of the debris to sacrifice his life. The falling rocks then fall on the changelings, crushing them to death as ooze bleed out from their limbs. The blockage is finally made, as a fatal gunshot is heard, meaning that the guards finally killed Fido.

"Fido…" Rover tears up.

Spike and Pinkie Pie then grab the two dog's hands.

"Come on!" Spike says.

The rest of the friends then run down the caved corridor, finally reunited with Princess Luna.

* * *

In Mordum's new throne room, he orders his changelings to remodel the windows.

"I want them colored blood red…" Mordum orders, "And all of you behind me…"

The changelings appear behind him.

"Fetch me more blueprints and diagrams about other cities of Equestria." he orders, "I want to get to know them before we set my new laws."

As the changelings leave to do his command, Tirek enters the room.

"Ah… Mordum." he grins, "I know this is to sappy, but I can't help but acknowledge you for making… something more genius than this. Even I couldn't have done that."

"And yet… you made more mistakes then I have." Mordum sighs.

"What?" Tirek asks.

Mordum then uses his aura to bring Tirek's head down, and slaps him real hard!

"YOU IDIOT! LUNA HAS BEEN TAKEN BACK BY TWILIGHT!" Mordum screams, "I've been informed just minutes ago from the crystal guards, and YOU DID NOTHING ABOUT IT? DID YOU NOT RAISE ENOUGH SECURITY?"

"I… I didn't know she was there…" Tirek tried to explain.

Mordum sighs, and lets him go.  
"You may have freedom." Mordum says as he turns around, "But just remember, you still work for me. If you want to fix this err of yours, you better call in another invasion for me."

"And what good will that do?" Tirek wonders.

"To attract Twilight's attention of course." Mordum explains, "AND to conquer more than just the Crystal Empire, Ponyville, Appleloosa, and this here Canterlot. You'll expect her and her friends to arrive, I'm sure. And you WILL be ready?"

"With her, and passing out your laws to change the cities." Tirek agrees.

"Good." Mordum huffs, "You're dismissed now. Get the fuck out of my face!"

As Mordum turns around, looking out at the fire glowing from the burning villages.

"There's another city called Bearton." he says to himself, "And I think there's an additional challenger for me…"

* * *

As the diamond dogs crash a hole in the cave where the other ponies are hiding, Shining Armor turns around to see Twilight and her friends, including Rover, Spot, and LUNA.

"YOUR MAJESTY!" Shining Armor cries, as he and his fellow guards rush over to catch her.

They help her up, and set her over to an area with soft pillows to lay her down. Shining Armor then looks at the diamond dogs in suspicion. Then, his face changes when he sees tears in their eyes.

"They killed our…. Fido…" he cries, "They cut open his stomach… and…"

"Oh god…" Shining Armor gasps, already feeling sorry for them.

As Discord, Spike, Rarity, Fluttershy, and Applejack comfort the two dogs, Pinkie Pie and Rainbow Dash go over to Luna to comfort her. Twilight just stands frozen, seeing the sad looks on her friends faces, the injuries, the bruises, the other ponies, their pain…

"What's happening to Equestria?" Twilight sobs, "It's… almost not our home anymore…"


End file.
